Rock You
by emeraldwolf
Summary: The story of how Cloud came to know Zack and Sephiroth in his days as a ShinRa trooper. Will eventually contain shounenai between any of the three. Rated for language and later slight sexuality. Enjoy!
1. Default Chapter

Hey readers! I don't own any of these characters....duh....

This fic will eventually contain shonen-ai hinting!! If you don't like yaoi/shounen-ai then stop reading right now.

_People's thoughts are gonna be italicized. _

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Cloud slammed into the thick slimy mud face first, his hands slipping out from under him as he tried to catch himself. He wiped away at the black mud till he could open his eyes. The sheets of rain pelting his back quickly washed most of the mud from his face, but the rest clung stubbornly to his ShinRa uniform.

The sound of laughter behind him caused Cloud to scramble quickly to his feet.

_I'll teach those cocky bastards to mess with me._

But as he stood and began to rush at his fellow troopers, Cloud's boots gave way in the puddle he had fallen in, and he slipped and fell on his back. His tormentor's laughter increased tenfold as Cloud shuddered as the cold mud slid under his collar and down his back.

"Aw, poor baby doesn't like to play in the mud." A sneer was thrown out the door to the teenager lying in the rain.

"Shut the fuck up!" Cloud stood up and as he did his expression fell further. The door to the barracks was slowly closing, the crowd of bullies deciding to prolong their victim's suffering some more.

Scrambling through the slippery mud and trying to keep his balance, Cloud managed to reach the door as it closed completely. He slammed his fists furiously at the unforgiving metal, but he knew no one would answer him.

Looking at the small key card box next to the door, Cloud now understood why the older troopers had decided against yelling more insults at him. He had left his key card on his desk in his room. The small red light on the box seemed to mock him.

Brushing back his drooping blond hair, Cloud leaned his forehead on the cold slick metal door. Something in him wanted to cry. But instead he screamed. He cursed and looked up towards the dark windows of the upper floors of the barracks. The rain streamed into his mouth as he threatened unseen faces, choking him and making him stop his tirade in order to cough and hack his lungs clean.

_Why do they pick on me?_

Cloud didn't think it was because he was the weakest of the troop. In fact he knew that couldn't be the case because single handedly he could take on any one of the bullies. That's why they always busted their way into his room as a group.

_Well I know they're not jealous of my skills. Half of the bastards made it past the preliminary testing for Soldier. _

Before Cloud could continue to wallow in his pity, the rain suddenly stopped. And a shadow fell over his body.

_Please don't let it be someone important. Oh please let it be a trooper out late. Oh please oh please oh...shit._

Cloud looked up to see a tall man in a black raincoat, with a blue umbrella that was currently keeping him from becoming any more drenched. Through the pounding rain he couldn't see the man's face under the hood, but he could see the tip of a huge sword poking out from under his raincoat.

"C-Commander?!" Cloud immediately stood at attention and saluted the first class Soldier in front of him.

"At ease kid. What are you doing out here in the deluge?" Zack stepped close enough to Cloud that they could both fit under the umbrella and pulled down his hood, revealing his long spiky black hair.

"Nothing sir. I was just...uh...locked out by accident." Cloud could just feel himself blushing beet red. He put his head down and was thankful for his soaked blond spikes for covering most of his face. As if he didn't look bad enough in the commander's eyes, what with his less than exemplary record, now he also looked like a forgetful fool.

"Well, I'm guessing that no one came to help you despite that racket you were making?" Zack said playfully, but still Cloud flinched at the word "racket".

"Yes sir. They must all be asleep." Cloud lied through his teeth and continued to stare at the belt buckle Zack wore. The symbol of a Soldier.

"Well, cadet...uh....what did you say your name was?"

"Cloud Strife," he said, quickly adding a "sir!"

"Well cadet Strife, I don't want to be held responsible for a case of pneumonia in one of our troopers. Do you have someone you can contact tomorrow who can get you back in your room?"

Cloud didn't quite understand what was going on here, or what the commander was planning, but quickly shook his head yes.

"Good. Come with me then cadet." Zack pulled his raincoat back over his head and handed the umbrella to Cloud, who had finally looked up and met his face. Zack smiled at the poor boy and motioned for him to follow a path that led towards the edge of the military complex where the city began.

Before following the blond into the battering rain, Zack took a long look at the dents made in the metal door by the boy's fists.

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Well? I'm in college now and my spare time is precious, should I continue this fic?


	2. Chapter 2

Cloud and Zack arrived at a building just off of the military base. Walking up to the door, Zack used his key and opened it up to reveal a small but cozy entranceway. After shaking off his raincoat and closing up the umbrella Cloud had been using, Zack began to head up the stairs.

"We're heading up this way," he said.

Cloud stayed anchored to the spot. He had expected Zack to be taking him to a hotel...or a motel or something. This looked more like an apartment. A rather nice apartment considering it was in Midgar.

"Uh...listen commander, I appreciate this, really...but I'm sure I can get someone back at the barracks to let me in..." Cloud stumbled and tried not to look at Zack.

_Stupid stupid stupid! Nobody else is so pathetic that their commanding officer has to make sure they aren't in the gutter. _

"Oh gimme a break Cloud. There was obviously no one coming to help you when you were banging on that door. Now come with me. And for now, call me Zack."

Ringing out his long spiky hair as he walked up the stairs, Zack didn't have to look behind him to know that Cloud had decided to follow.

As he approached his room at the end of the hall, Zack noticed that the door next to his was open. He poked his head inside and saw that his neighbor was sitting quietly at his desk, sharpening his prized possession.

"Hey Sephiroth," Zack said quietly, and waved energetically at him. Sephiroth let the barest hint of a smile through as he nodded at Zack's presence. Then the first class Soldier decided that seeing Sephiroth would probably not help to calm down Cloud at all, and quickly shut the door and moved on to unlock his own.

With the door unlocked Zack opened it in a flurry and ushered Cloud inside, the poor boy looking thoroughly confused as to what was going on.

_No wonder this kid gets picked on. He's got the look of a scared rabbit._

"How about you clean up, and I'll grab some dry clothes for you."

"Oh, its okay commander, I'm fine really..." Cloud trailed off as he shifted uneasily from foot to foot.

"I told you. Call me Zack. And if you have this much trouble with it, how about I make it a direct order that you take care of your health and get your ass in gear to do so," Zack grinned, his cornflower blue eyes shining at his ingenuity in tricking his guest.

Finally Cloud could resist no more and gave in to Zack's demands. When he was clean and dry, and sitting on Zack's couch with a soda can in his hand, the older man sat across from him and his entire countenance changed. His smile faded into a neutral look, and the laughing look in his eyes changed into something much more intense.

"So what made you become a ShinRa trooper Cloud?"

The blond didn't respond right away. He focused his eyes on his soda can. And continued to run his fingers along it, catching the condensation in drops on his fingertips before answering.

"I wanted to serve ShinRa and do good for—"

"Cloud," Zack interrupted in the kindest voice he could, "I need you to be honest with me. Just pretend that we're not a first rank Soldier and a trooper. Pretend we're friends."

Cloud nodded, his wet hair dangling in front of his eyes until he had to push it out of the way.

"I wanted to become a Soldier. I told everyone in my home town that I would be one when I came back. All because..." Cloud seemed to develop a lump in his throat and stopped talking, instead taking a swig of his soda.

"And have you taken the tests for Soldier yet? How far did you make it?" Having seen the strength the small boy could muster outside his barracks, Zack was positive that he must have at least made it past the initial screening for Soldier.

"I-I took the test. But...they said I wasn't...wasn't quite the type they were looking for," Cloud ground out around the lump in his throat.

"Well then obviously the ones testing you were morons."

Cloud looked up at the brash comment and saw that Zack's face was still serious, no hint of a joke or of sarcasm on it. A strand of his hair hung over his face and cast a shadow along one side, causing that eye to be shades darker than the other which seemed to glow in the light.

"Listen to me Cloud. You can take the entrance exam for Soldier again in two years. That's the minimum amount of time you have to wait between testing. But this time you **will** make it in. I guarantee it."

Zack stood up and started to head towards his front door, before apparently deciding against that course of action.

_Maybe I can ease Cloud into the idea that Soldiers aren't gods...but introducing him to Sephiroth is definitely NOT the way to do it._

"Forgive me commander....er....Zack, but they told me I wasn't prepared physically, mentally, or skilled enough to make it even past the first level of testing. I'm sure you hold some sway with them, but is it enough to really help someone like me?"

_A complete and total failure. Maybe I could be the towel boy for the Soldiers. That's a job that's more suited to me. _

"Hell kid, I'll train you." Zack put his hands on his hips and flashed a bright grin at the shocked young cadet.

"But, are you sure...I mean would you have enough spare time?"

Zack walked over and mussed Cloud's wet hair, causing it to stand in more unusual directions than normal. Cloud smiled, feeling for the first time since he'd come to Midgar, that someone had actually noticed him. That he wasn't just some face in the crowd.

"By the time I'm through with you Cloud, you'll have all the makings of a first class soldier yourself."

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I am much appreciative of the reviews I've gotten so far. I'm glad you all like it. And unlike some authors, I promise if you keep telling me that you like it, I'll keep writing it. And if you think something should happen, or I should change the way I'm doing things, I LOVE those kinds of comments and do consider them when I write. Anyway, hoped you liked this short chapter. I promise, it's going to get very very good starting with the next few chapters.

Oh, and the title for this fic came to me while I was listening to Queen's "We Will Rock You" and the line about "mud on your face/you big disgrace" just seemed to fit the opening chapter of this fic too perfectly. Anyway.

Later readers!!


	3. Chapter 3

**Two Months Later**

"Faster Cloud! Harder. Come on!" Zack's voice echoed around the open field.

"I'm trying," Cloud panted as he pulled himself to his feet. He tightened his grip on the broadsword in his hands, before rushing at the taunting face of his instructor.

Zack smirked as he saw Cloud still adjusting to the weight of the buster sword. Zack loved his sword, but he remembered how hard it had been at first to learn to use it.

Turning to Cloud's swing, the buster sword rang loudly as it struck Zack's shoulder armor and bounced back. In the moment when Cloud was most off balance, Zack grabbed the buster sword with both hands and turned himself around, pulling the sword out of Cloud's grasp and throwing it across the clearing.

"No far Zack. I thought you were teaching me to use the sword," Cloud laughed as he stared at his weapon, and then back to the dark eyes of his instructor. Before he had time to react, Cloud found himself with a face full of forearm.

Zack sighed heavily as his student fell to the ground, a few drops of blood running from his split lip.

"Your guard shouldn't go down just cause you don't have your weapon. That'll get you killed in the real world."

Suddenly feeling guilty over causing pain to the smaller boy, Zack reached down and grabbed his hand, helping him to his feet. Zack reached out his hand and brushed his finger across Cloud's lip, wiping away the blood. Cloud felt strange, with the leather glove against his lip, and quickly stepped back and dropped into a fighting stance.

"You did say I shouldn't let my guard down right?" Cloud grinned widely at Zack's hurt/proud expression.

_At least you listen to what I'm saying to you Cloud. But I wonder how much more you know than you're letting on..._

Despite their frequent training sessions, everything from different weaponry practice to hand-to-hand combat, Zack still hadn't seen anything out of the usual from Cloud. The strength he had seen the boy use that first night had never resurfaced. He really was nothing more then a mediocre trooper.

"Hey Cloud, how much do you know about materia?"

"Um, not much. Just what we've been taught in class," Cloud stood casually again and licked subconsciously at his split lip.

Zack seemed to be debating something important, and ran his hand through his long jet black hair out of habit. Then he walked across the field they used as their training ground and picked up the buster sword. Cloud watched in amazement at how Zack could pick up the huge broadsword and swing it up over his shoulder with just one hand, and make it look easy to boot.

"So have you ever seen materia in use Cloud?"

The boy shook his head. Zack pointed to a few small multi-colored gems that were in his broadsword's hilt. Pulling out a small green gem, Zack placed the buster sword back on the ground for now. 

"This is one of my personal favorite materia Cloud. It's an ice materia." Extending his hand, Zack let Cloud take a good look at the seemingly innocent piece of materia.

"How do you use it?"

Zack turned so that he and Cloud were shoulder to shoulder. He pointed at a tree on the edge of the clearing that was big and stood farther into the clearing than the others.

"It takes some practice, but you just have to focus on the materia, and know what you want it to do. The hardened mako will react, and you will feel it, the power of it, in you. Then, you just channel that power and....kaboom."

Zack flashed a small grin at Cloud, who's blue eyes had gotten bigger in anticipation. Zack closed his fist over the small gem, and crouched down slightly, pulling the hand with the gem in it behind him. Cloud wasn't sure what to expect when all of a sudden Zack threw his other hand forward and a blast of blue light raced across the clearing.

The light struck the tree and flew off in different directions. Cloud shivered as a cold breeze blew past him, cutting through him. When he looked at his uniform, he saw a thin line of frost across his chest.

Hearing Zack move next to him, Cloud turned to see him running at the tree, which was covered in huge icicles. Zack jumped in the air and used a roundhouse kick straight to the center of the frozen tree.

The ice shattered like glass and shards of wood and ice flew through the air, along with a thick film of ice that had been pulverized into powder. Cloud shielded his eyes and when he opened them he saw Zack standing where the tree used to stand, next to the still frozen stump, his hair coated in a layer of white powder. Cloud's jaw dropped and he practically fell to the ground.

_How can anyone have so much power?? He reduced it to nothing. So that's what Soldiers are really like._

Zack shook his head like a wet dog and the remains of the ice flew everywhere.

"So whaddya think Cloud, wanna give it a shot?" Zack threw the small gem at Cloud, who caught it carefully in both hands.

"Are you sure? I mean...can I?" Cloud looked at the deceptively small jewel. He had never cast a spell before, and he didn't want to embarrass himself. Or freeze himself.

"I'm sure you'll be able to..." Zack's voice was soft and curious, staring intently at Cloud. "And plus, you'll have to learn how to use materia before you become a Soldier. Because in the wild, you'll face creatures who can use spells too."

Cloud paled at the thought of fighting a monster who could turn him into an icicle with a mere blast. He rolled the smooth gem through his fingers, unsure of how to begin. Zack had made it seem to easy.

"Cloud!"

The blond looked up at Zack, who had walked back towards him, now standing about ten feet away. But something was different. Cloud could feel something emanating from the Soldier. It was like when he felt the cold wind right before the ice spell was cast, but this was different. The air was thick and humid, and the hair on Cloud's arm and neck started to stand on end.

"Better learn to use that materia quick kid, you're gonna need it."

Zack stood straight up and threw one hand into the air. The other he held in a fist to his chest. Cloud heard thunder rumble somewhere overhead before he saw light flash in the sky. The bolt raced down towards him and Cloud barely managed to dodge to the side as it scorched the grass he'd been standing on.

Zack smiled as Cloud got into a crouch and looked like some frightened animal backed into a corner. He sent down another lightning bolt, and this time Cloud was less lucky. The bolt hit his right leg, throwing him a good five feet to the side, and sending shocks of electricity through his body.

Cloud writhed on the ground for a second, his leg numb from the lightning attack. But now he was less afraid of disappointing Zack as he was of being killed by him. Zack's long spiky black hair was sticking in different directions, the static drawing it out. He extended his hand to the air again and this time Cloud anticipated it, and rolled out of harm's way as the yellow bolt sent dirt and rocks scattering from where it hit.

"You won't be able to dodge them all Cloud."

Cloud was suddenly overwhelmed with anger. Here he was, with a man he had begun to think of as his best friend. And he was trying to barbecue him.

Another bolt flew through the air and barely singed Cloud's right leg, again. Cloud growled in anger and stood up, ignoring the pain.

_He wants to play dirty, well fine. We'll play dirty. _

Cloud focused as hard as he could and felt the jewel in his hand go icy cold. His hand began to feel numb, but he didn't care. He could see Zack preparing for another attack. Instead of the air becoming charged, the temperature fell and both men's breath came out in a silver mist.

Zack grinned and stopped using the bolt materia in his hand.

Cloud yelled and threw the hand that wasn't holding the ice materia at Zack. His whole body was freezing cold, but he felt the power run from the gem to the end of his hand and explode in a flash of bluish white light.

Zack turned and grabbed his discarded broadsword in both hands. He swung it forward to meet Cloud's blast.

For a few minutes, neither boy could see each other. Cloud had stopped using the materia and it warmed up in his hand, but he was prepared just in case his attack had missed.

_Wait a minute. What am I thinking?? I may have just frozen my only friend._

Cloud groaned unhappily but decided to move on and take a look for himself at the carnage. The ice and snow from his attack were settling, and he could see a figure standing in front of him. It was Zack, and much to Cloud's surprise and joy, not frozen. The edge of the buster sword was shining with a layer of crystal ice, and the ground to each side of Zack had been frozen solid. But the Soldier remained unharmed.

"Not bad Cloud. A pretty good first try. You should take some free time and practice with the materia on your own until you've mastered them," saying this Zack walked up to Cloud and placed another green materia in his hand.

"Are you sure you want me to have both of them for now. Won't you need one?"

"Nah, I've got plenty. Plus, I've got this," Zack smirked as he placed the buster sword against his back where it stuck faithfully to the magnet hidden under Zack's loose blue shirt.

The two started their trip back to their respective homes from the woods. They walked down the paths in silence until they were almost out, when Cloud asked the question that had kept his mind occupied for their whole walk.

"Why did you attack me Zack?" he said quietly. He was too surprised by everything that had happened before to voice his concerns.

Zack stopped in the middle of the path and looked at Cloud. He saw the distrust in his eyes and was hurt by it. He had come to care for Cloud. A lot. More than he cared for most people, save one.

"Look Cloud. You're unique. You have a lot of untapped power. But if you don't push yourself, if you don't leave your restraints behind, you'll never be strong enough. And you'll never become a Soldier." Zack reached out and playfully mussed up Cloud's already riled hair. Cloud smiled up at him and Zack felt an immense sense of relief.

"Still...you could have just told me that instead of zapping me." Zack laughed at the cute pout on Cloud's face.

"Hey man, its how I was taught."

Zack continued to walk out of the woods and cross the street towards his home.

"Really?" Cloud ran to catch up to him, he eyes bright and friendly again, his worries forgotten.

"Well, one difference," Zack's thoughts went to a man in black, with long silver hair yelling at him that he'd better start running, "my teacher was using fire materia."

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Ah, a noticeably longer chapter. I really like this fic and as long as you people keep reviewing it, I've still got a good amount of ideas left. So I got one vote for some Zack/Cloud action, anyone else wanna tell me which is their favorite combo of the FFVII bishie brigade. Thanks for reading, later people!!

PS: The next chapter is gonna be a bit Cloud-lacking, and Sephiroth finally decides to have a speaking part.


	4. Chapter 4

"Damn it!"

Sephiroth looked up from his reading at the angry howl from the room next door. He considered for a minute going to see what was wrong with his neighbor, but decided against him.

"Ahh!" The sound of something falling over and something breaking succeeded in peaking Sephiroth's interest. He carefully bookmarked his novel, and put it back on the coffee table.

As he left his room and approached the door to Zack's, he heard what seemed to be the sounds of a struggle. Cursing himself for leaving the masamune in his room, Sephiroth opened the unlocked door and checked for any intruders.

Zack smiled up at him from the floor, where his boot was firmly lodged in a cardboard box.

"Heya Sephiroth. What's up?"

Raising an eyebrow, Sephiroth shook his head at the antics of his best friend.

"Looks to me like the box is winning."

Zack chuckled at his friend's dry humor before returning to the task of extricating his foot from said box.

"Little help here," he growled up at Sephiroth as he continued unsuccessfully to free himself.

For the millionth time since he had known him, Sephiroth had to wonder why he and Zack became best friends...without either of them killing the other first. Then, shaking off that thought, he bent down and began to pull on the box as Zack attempted to pull his foot free. Looking to the side, he saw that the return address was from Gongaga.

_At least some people have parents who think about them._

"You could have just used a knife and made this easier," Sephiroth pulled as hard as he could and Zack's foot finally popped out, leaving the boot still trapped in the box.

"Ah, but see. We managed to defeat it without resorting to weapons."

Zack stood up, leaning slightly to the right because of being shoeless. Snatching the box from Sephiroth he removed his shoe and started rummaging through the packing peanuts, effectively spreading them all around the apartment.

"Is it care package season already?" Sephiroth said with a small smile as he looked over Zack's shoulder at the odds and ends his parents had sent.

"Oh you know you want some of my mom's famous gazpacho." Zack picked up a heavily wrapped up tupperware container full of tomato soup.

Sephiroth just grunted and sat down on Zack's couch. He would wait for something a little more appetizing to come along then gazpacho. He looked around Zack's room, but everything was the same as it always was. But Sephiroth's eyesight was as advanced as all his other abilities, and he did notice something wasn't right.

"Zack, two of your materia are missing."

Zack froze midway through opening a bag of slightly crushed potato chips. He followed Sephiroth's gaze to the buster sword, and the two empty materia slots that normally contained ice and bolt.

"Oh....uh....I'm letting someone borrow them for a few days," Zack gave Sephiroth one of his overly enthusiastic grins and scratched at his head in innocence.

The aqua eyes that looked back at him seemed less than convinced however. But not wanting to have to listen to one of Zack's horrible attempts at lying, Sephiroth just nodded his head.

After finding a place for all the random things his parents had sent him, Zack came over and sat down on the couch next to Sephiroth. A second later he fell sideways, landing his head in Sephiroth's lap with perfect aim.

"Hey Seph. What made you pick me?" As Zack looked up at commanding officer, his voice having lost its usual joviality and instead had a sincere tone to it.

"Pick you as what? My second in command. My friend?" Sephiroth found himself slowly running his hands through Zack's long black hair, a habit he had taken up years ago and never quite broken.

"As your student. Why did you decide to help me become a Soldier? I mean, without you I probably would never have made it in."

Sephiroth was quite for a minute, his eyes looking at nothing as he continued to play with Zack's hair.

"Good question. I guess it was the same reason you became my friend."

"Ah, so it was because I have a nice ass," Zack's dark eyes flashed up at his friend, before closing shut as a pillow promptly hit him in the face.

"No," Sephiroth tossed the pillow back to its place on the couch and scowled at his ex, "I picked you because you didn't act like if you said something wrong I was likely to chop your head off."

"Hmm..." Zack sat up and seemed to be lost in thought, a dangerous thing for someone like Zack. Sephiroth knew when Zack got in these moods sometimes it was better to just let him be.

"Maybe I'm wrong then..." Zack muttered under his breath, staring intently at the floor without actually seeing it.

"Why are you so worried?" Sephiroth's voice was hard and left no room for more of Zack's joking around. He could tell something was bothering his friend, and although he may not have been very good at it, he wanted to help him.

"Nothing. Don't worry about it."

Zack got up and walked around his small kitchenette, rearranging stuff and asking Sephiroth every few seconds if he wanted anything to eat or drink. It was obvious he was doing the Zack equivalent of pacing.

By the fifth time he had to decline a soda from Zack, Sephiroth stood up and walked over to him, grabbing him by the shoulders.

"Zack...I don't want a soda. Now what the hell is wrong with you?"

After being let go Zack had to rub at the shoulder that didn't have his armor on it. He knew better than anyone that sometimes Sephiroth could forget just how powerful he was.

"It's just that..." _I'm training a kid and helping him prepare to be a Soldier, and I don't think he has a chance. Am I only doing it because I think he's cute?_

"Look, its nothing Sephiroth. Just been having a few bad days that's all."

Sephiroth could see through the fake smile Zack gave him, but didn't want to press his friend for any details he didn't want to give.

"We should go do something next time we have leave to get your mind off of things."

Zack's face brightened for real this time and he got a mischievous grin on his face. Sephiroth, on the other hand, suddenly had a sinking feeling in his stomach.

"We should. And we have leave in a few weeks. So let's make it a date," Zack flinched as the words left his mouth before he could hold them back. Sephiroth had an oddly neutral look on his face, but then the corners of his mouth gave a small twitch.

"Fine. You decide what we're doing."

Zack practically let out a sigh right then and there. He thought that those last words would have sealed the deal for him spending his day of leave by himself. After Sephiroth had broken up with him, Zack had refused to stop being friends with him. But of the two of them, Zack had always been the one holding out for reconciliation.

_Ah well. You take what you can get. And maybe soon I'll have Cloud instead. Not quite Sephiroth...but not half bad either._

"I'm going to read, then we'll go spar after dinner."

Zack nodded as Sephiroth started to make his way out the door. Then he paused and turned around, leaning against one of the doorframes. Zack was definitely reminded of why he had so quickly agreed to be trained by the notorious swordsmen. His silver hair hung on one shoulder, falling over his leather coat, and with his head tilted like that his bangs hung in front of his bright mako-green eyes.

"And Zack..."

Zack stopped staring at his ex-lover's body and instead focused on the serious expression he had on.

"If you've lost the ice materia I gave to you, I WILL chop your head off."

Zack gulped. He knew that the threat was an idle one. But he also knew he definitely didn't want to piss off his commander. He'd seen the aftermath before and did not particularly want to see it again.

Sephiroth returned to his room and collapsed on his chair. He didn't know why, but somehow spending time with Zack always left him exhausted.

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This chapter was kind of odd, ne? I just wanted to kind of introduce Zack and Sephiroth's odd relationship with each other. I hope I conveyed it decently enough...and don't worry, Cloud comes back in the next chapter. Keep up the reviews and I will keep up the writing. As long as people are interested, I have a LOT of ideas for these kind of vignettes between the three that I can put up. Hope you enjoyed it.

PS: Before anyone asks, I'm using Zack instead of Zax because Zack is easier to type. I know that originally it was Zax...but that's harder to type.


	5. Chapter 5

Cloud walked out of the lunch line and scanned the room. Of all the cadets he knew, he was only comfortable around a select few. His two roommates to be specific. It seemed that neither of them had happened to be eating lunch at the same time as he was today.

With a sigh, Cloud now started to search for an empty table. He knew he shouldn't have come to the mess hall at the peak time. There were no completely empty table, which meant he would have to sit with someone. He hated sitting with anyone, other than his roommates.

Cloud felt like an idiot standing by the wall as everyone else flocked to their friends and enjoyed their lunch. He saw a table that was large and only one side of it was occupied. The five or six sitting on that end of the rectangular table weren't his friends, but he did know them. They were his favorite kind of fellow cadet. The kind that ignored him.

He walked over and felt the eyes of those who were already at the table follow him in scorn. Nobody liked having someone invade their meal, and Cloud wished he could have found a nice isolate table he could have to himself.

The pizza on his plate looked less than appetizing, and less than cooked, so Cloud proceeded to poke at it with his fork. He heard a giggle and looked down the table, glaring at the red head female cadet who had laughed at him. He was about to ask her exactly what she thought was so funny when someone sat down right between them.

"Heya guys, what's up?"

Cloud's jaw fell open as he saw that Zack had sat down. None of the Soldiers **ever** sat with the troopers. No one else seemed to have noticed this odd protocol, except the other cadets at the table who had suddenly gone ramrod straight.

Zack's dark blue eyes went from one person to another, waiting for an answer.

"Oh, I get it. Don't worry you guys, you're not in trouble or anything like that. I was supposed to have lunch with some friends but they ditched," Zack smiled and was relieved when a few of the troopers relaxed and smiled back at him.

After a few awkward seconds one of the boys, named Chuck, asked someone else what their plans for the day were. This seemed to break the ice and the conversation continued, with Zack putting in his two cents every now and then.

"So what are you doing later Cloud?" Chuck said to the blond, who hadn't said a thing since he sat down. Cloud knew that normally neither Chuck nor the others would have asked him what he was doing.

"Oh, nothing." Cloud pushed the crust of his pizza around on his plate, trying to feign complete indifference. He really really wished he had been able to sit alone today.

"Well I hope you haven't forgot that we're supposed to train today Cloud." With that and a huge smile, Zack stood up and clapped a hand on Cloud's shoulder.

"Meet ya at the gates at 3. Later cadets!" Zack said playfully, making the ranking sound more like a nickname. Chuck and his friends said their quiet goodbyes, now totally distracted by Cloud's secret.

"Training? What's a first class Soldier doing training a nobody like you Cloud?" The red head girl hissed at him.

"He said I have talent," Cloud took a gulp from his water and prepared to leave.

"Talent at what? Being a fuck-up?" Chuck yelled loudly at Cloud as he stood. His loyal pack laughed at their leader's joke and at the scowl that Cloud aimed at all of them.

"We'll see whose got talent when the Soldier entrance exams start, and I blast all of you away."

With that Cloud stormed out of the mess hall, leaving the others still slinging insults at his back. He didn't care. What he did care about was that now they knew his secret. 

_Why is it my secret? It's not like we were doing anything wrong. But seeing Zack sitting and talking with those asses like they were good friends...why did it piss me off so much?_

Cloud spent the rest of the day trying to avoid Chuck and his lackeys, and wondering exactly what his training would be for that day.

At exactly three, Cloud was standing by the gates that led out of Midgar. Most people who lived in Midgar had no reason to leave the city, and most of the gates required a keycard to be entered. Others who traveled in and out of the city did so either with Shinra escorts or on trains and airships. Traveling by foot was very out of place.

"Hey Cloud!" Late as usual, Cloud turned to comment on Zack's tardiness and found himself instead looking into a pair of huge blue eyes.

"Wark!" The creature honked at Cloud and the boy jumped back from its sharp beak.

"Don't worry about her Cloud, she's just vocal, aren't ya girl," Zack said as he stroked the chocobo's neck fondly. She squinted her eyes and make a sound halfway between a coo and a purr. Zack pulled gently on her reigns, turning her side to Cloud.

"Come on kid, hop up."

Cloud, having never ridden a chocobo before, gave his tutor a credulous look. Zack extended his hand and smiled at Cloud's hesitance. Cloud took the strong hand that was offered to him and was soon pulled up onto the chocobo's back. Its brilliant yellow feathers tickled his legs as he tried to make himself comfortable on the saddle that was obviously not made to carry two passengers.

"It's a bit crowded..." Cloud said as he tried not to lean against Zack's broad chest, and scooted further up on the chocobo's back. This just earned him a cluck and a glare from the bird.

"Nah, Genie's a good girl. Just be careful around her neck feathers. She likes to be pet there, but you definitely don't want to accidentally pull out any feathers."

Cloud gently places his hands by the chocobo's wing joint and resigned himself to having to practically sit on Zack's lap. As soon as he seemed settled enough, Zack pulled gently on the reigns and made a clicking noise that sent Genie walking through the gate.

Outside of Midgar the sun blared and the wind was blowing with the bite of the oncoming fall. Cloud was thankful for the jacket he had grabbed before coming and huddled against Zack out of habit. The Soldier just encouraged the chocobo to take up a run, and kept his hands on the reigns close to Cloud's side, holding the boy in place on the bumpy ride.

"Sorry you can't have a chocobo of your own. We only have two in the stables right now."

"What was wrong with the other one?" Cloud turned to say to Zack, only to have his hair get whipped around in his face by the wind caused by Genie's gallop.

"Trust me, no one can ride that bird. It belongs to," Zack paused, "General Sephiroth." Ignoring the widening of Cloud's bright eyes Zack continued as he directed the chocobo towards a tangled forest, farther from the gates than the one they usually trained in. "It's name is Flare, and it's a rare black chocobo. Problem is the thing won't let anyone but Sephiroth ride it. The last guy who tried ended up with five stitches on his hand."

Cloud looked very closely at Genie's beak. The wicked curve made his stomach drop and he leaned even farther back, his back pressed against Zack as he tried to avoid the chocobo's head at all costs.

Zack just laughed as he pulled Genie to a stop.

"Don't worry about her. Genie's never bitten anyone..." Zack leaned by Cloud to stroke the happy chocobo on her neck, resulting in a series of happy 'warks'.

Cloud found himself staring at Zack's face, which was now very close to his as he leaned forward. The commander really was an attractive man. Not as scruffy looking as most of the Soldiers, but with a strong jaw and fierce blue eyes that left no question as to his fighting ability.

The two dismounted their faithful steed and Zack led the way into the shadowy forest. Cloud got a bad feeling about it but didn't voice his opinion, following closely to the commander.

"Today's training is real life combat. You'll do exercises like this in your usual training, but they won't be as challenging as this. And trust me, when you make it to the later levels of the Soldier entrance exam, you're going to thank me for this."

Something about the way he was talking about their training session made Cloud feel apprehensive, but he didn't pay attention to it, trying too hard to remember what paths they had taken to enter the woods.

"Shh."

Zack grabbed Cloud's shoulder, holding him perfectly still, and looking into the distance. After a few seconds he pointed ahead and moved Cloud closer to the bushes they were behind, indicating for him to look as well.

Pushing a branch aside, Cloud saw a small creek in a relatively clear area. Drinking from the pool was a wolf like creature with brown armor covering its back, and a huge mane.

"Its called a bandersnatch. They're not too hard to beat alone, so you shouldn't have a problem with this one."

Cloud looked about to protest when Zack handed him the buster sword from where it had been resting on his back. Taking a minute to catch his breath and remember everything he had been taught, Cloud was about to burst through the bushes when Zack grabbed onto his arm.

"Make sure to put the materia into the buster sword. It'll focus the attack and make it easier to use."

Cloud listened and put the two green gems into two empty spots on the sword. He also noticed that the rest of the materia had been removed.

_Guess Zack doesn't think I can handle any more than the two I've practiced with._

Standing up, Cloud rushed through the bush and stood with his buster sword at the ready. The bandersnatch looked up from the creek and jumped back, snarling and baring its huge fangs at him.

"Uh...Zack? What should I do?" Cloud had blanked. Completely. He just stood there as the bandersnatch walked back and forth in front of him, saliva dripping from its growling mouth.

_Oh for Pete's sake. _Zack slapped himself in the forehead before coming out from behind the bush. The bandersnatch growled even louder now and the hair on its back stood up around the armor plates.

"Attack it Cloud. Before it decides to attack you."

Cloud nodded dumbly and looked back at the bandersnatch.

_It's just a dog right. An overgrown armored dog. Of death...How much damage could it do?_

Gripping the hilt of the buster sword like it was his very life, Cloud rushed forward and slashed at the beast. It leapt over him, easily evading his clumsy attack.

"Behind you Cloud!"

Cloud whirled around, bogged down by the weight of the sword, a little too slowly. The bandersnatch had leapt at him and one of its sharp fangs had slash his left calf. It mostly caught fabric and barely broke the skin, but this near miss had thoroughly pissed off Cloud.

"Get back here!" He bellowed at the bandersnatch as it reached the edge of the creek. It turned around and focused on Cloud before rushing at him again. Getting used to the weight of the sword in a real battle, Cloud swung it hard like a baseball bat and the side connected solidly with the bandersnatch's shoulder.

Its body slammed against a tree on the edge of the clearing, but it wasn't down for long, resuming its fighting stance and snarling even more threateningly. The monster charged at Cloud again and leapt into the air, its mouth wide open. Cloud took his opportunity when he saw it and swung the buster sword, edge first, into the bandersnatch's mouth.

As the creature's lifeless body fell to the ground, and the upper part of its head landed a few feet away, Zack cheered and ran up to Cloud, grabbing him in a friendly headlock.

"Beautifully done Cloud. You wasted him!" The boy couldn't keep from grinning like an idiot. That hadn't been too hard.

The ground shook and both froze in their merriment. Feeling the vibrations approaching, Zack released Cloud and looked around, suddenly serious and very observant.

_That doesn't sound good. And right as he had tapped into that ability...even if it was just for a second. Maybe this can be another test for him..._

Zack immediately regretted the thought as trees parted, revealing a reptilian head that was easily the size of the whole bandersnatch poking through the branches. Its fiery red eyes focused on Zack and Cloud, as it stepped forward. The blue dragon was at twenty feet high at the head, and its glistening body rippled with muscle.

"Zack..." Cloud breathed, taking a step away from the enormous beast. This just seemed to grab its attention through, and it spread its wings before releasing a fearsome roar.

"Gimme the sword Cloud, and stay behind me," Zack's voice was terse and left no room for questioning. A blue dragon was nothing to play around with, and Zack wasn't going to risk Cloud being hurt by letting him fight it.

As he handed the buster sword to Zack, the dragon realized what was going on and stepped clear of the trees, pulling its head back before casting a fire spell and throwing its jaws open, flames gushing out between its horrific fangs.

Zack pushed Cloud to the ground and crouched in front of him, holding the buster sword up with one hand, and pressing the other firmly to the ground between them. Cloud saw the tongues of red flame heading towards them and closed his eyes, waiting for the heat to engulf them both.

After a second of not becoming barbeque, he looked around and realized that the fire had parted in front of them, scorching the ground to their sides. The creek had vaporized and was now a dry bed. One huge old tree to their right had caught fire, but was far from the rest of the forest and was the least of their concerns at the moment.

Zack took a moment to catch his breath after casting the reflect spell that had saved their lives. Cloud was shaking visibly, but Zack still couldn't trust that he was ready for this. He stood up and picked the broadsword up with one strong arm.

"Come one lizard lips, let's see what you can do..." Zack rushed forward, swinging the buster sword in time with his steps and landing a solid blow to the dragon's foreleg. But the blade rang loudly and bounced off. Zack jumped back to avoid the dagger sized teeth that snapped in the air where he had been seconds before.

_This damn thing's armor is hard. Blue dragons shouldn't even be in this forest, let alone such a strong one. _

The dragon slashed at Zack's head, but he rolled to the side and dodged it easily. He made another rush and this time slashed at the creature's shoulder. The buster sword bit deeply into its leathery flesh and cut cleanly through the muscle over the shoulder.

Zack felt droplets of the dragon's black blood fall on his face but he ignored it as he watched his enemy's front leg buckle. But a dragon with one less working limb was still a force to be reckoned with.

As he prepared another rush with the buster sword, he saw that the dragon had been spending its time calling on another fire spell. It was opening its mouth and Zack could see the flame flickering in the back of its throat. There wasn't enough time to cast another reflect spell and Zack was off balance from his last attack so dodging would be difficult.

The Soldier was caught off guard when instead of being burnt to a crisp, he saw the dragon's jaws clenched shut, ice growing over its snout. He turned huge blue eyes to see Cloud, one hand extended toward the dragon, with the mist of a low level ice attack settling around him.

_When did he grab the ice materia out of the buster sword? Damn the kid's speed even gets better. _

Not wanting his accomplishment to go to waste, Zack rushed at the dragon. With one leg injured it couldn't slash at him without falling down, and stared at him around the glacier that had previously been his nose. With a leap, Zack swung the buster sword and sliced straight through the dragon's neck.

The head dropped to the ground at the same time as the Soldier. He placed the buster sword securely on his back before turning to see if Cloud was all right. The dragon's body made a huge thud as it fell to the ground, blood seeping from the neck and forming a huge pool on the ground.

Zack felt something strange and wiped at the blood that had splattered on his face earlier. He remembered once hearing something about why a dragon's blood was black. Something to do with their powers.

In a flash, two things happened. Zack suddenly remembered the pilot light in the back of the dragon's throat and how it would combine with the dragon's blood to form a kind of flamethrower. In the same instant, the pool of blood has spread to the roots of the smoldering tree and a harmless spark chose that time to fall to the ground.

Zack felt the fire flare up around the corpse of the dragon and flung himself away from it. When he looked back he saw that Cloud had done the same, but when the dragon's body had fallen, some of its blood has poured onto Cloud's back and a spark had caught.

"Cloud!" Zack rushed at him and began using his hands to put the fire on Cloud's back out. It was small but he knew that the rest of the boy could catch fire and he could be killed if they didn't stop it.

"Ah..." his frightened cry brought Zack the harsh realization of just how young Cloud was. He wasn't a fellow Soldier. He hadn't had to face death before.

Zack grabbed the zipper of Cloud's jacket and ripped it open, throwing the flaming piece of clothing to their side. Cloud's shirt had been scorched and he had a few very small burns across his back. Nothing larger than a quarter or so.

"Take your shirt off Cloud," Zack quickly whistled and Genie obeyed her master, rushing over, albeit in a very cautious way when she saw the fires.

Cloud sat on the ground, panting and shaking, but most definitely alive and safe for now. His back stung, but he expected it to be much worse.

_Feels kinda like sunburn. I guess it's a good thing I wore that extra jacket._

Coming back to the boy, Zack uncapped the bottle of water he had brought and began to pour it over Cloud's back. The blond hissed at the feeling.

"Sorry Cloud. But it'll be better in the long run for the burns."

Cloud let out a strained laugh.

"It's not b-because it hurts. I-It's because it's so cold out here."

Zack couldn't help but grin at this. If he didn't know better, he'd say that Cloud had picked up some of his optimism over the past few months. The burns on Cloud's back really weren't all that bad, and he was thankful for that. With a few bandages they'd heal in a week or so. Now he had other things to worry about as Cloud was starting to shake hard, and the sun was setting, bringing with it a cold night.

"Well...I'd have to say you passed your combat session," Zack winked at Cloud as he helped the boy to his feet. He managed to stand relatively well considering the injuries he had just gotten and the shock his body must have been in.

"Thanks. S-so did you plan the d-dragon part?"

"Hell no."

Cloud was relieved. His instructor had proved himself to be a bit eccentric, and he was hoping this hadn't been another little exercise. He couldn't contain the fierce body-wracking shudder at the feel of the wind on his bare skin.

"Here Cloud, before you freeze to death," Zack took off the blue turtle neck sweater he had on. It was sleeveless, and given the weather, he had on a long sleeved black shirt under it. Cloud quickly put on the turtle-neck.

Zack smiled like an idiot at how cute Cloud looked. The sweater was much too big for him, but he somehow pulled off the baggy look well. He folded his arms and tried to keep himself warm before noticing the look Zack was giving him.

"W-What?"

"Nothing. It's just that you look good in that shirt."

_Hold up there Zack. No hitting on the kid. You almost just got him killed. _Zack's conscious did little help as Cloud blushed at the comment.

"Thanks. But...um...do you think we could h-h-head b-back now?" Cloud's words were broken up as his teeth chattered painfully together.

Zack burst out laughing at this before nodding that yes, they could head back now. The two climbed onto Genie who seemed more than willing to leave the smoldering carcass of the dragon behind.

"Here, you drive," Zack said as he shoved the reigns into Cloud's hand.

"Are you sure?" Cloud gave the reigns a little tug and was pleased that Genie obeyed him and immediately redirected her trot. Zack smiled at how easily Cloud handled the chocobo, he was a true natural.

With his hands free, Zack began to rub his hands against Cloud's cold flesh. The boy leaned back against the warmth as Zack wrapped his arms around him from behind.

"If you get sick after this, I'll bring you chicken soup every day. I swear."

Cloud chuckled but enjoyed the soft tone to Zack's silky voice. And his warm arms. They felt...welcoming. Very welcoming.

"Well...maybe not chicken soup. But I swear I'll bring you gazpacho every day until you get better."

Cloud just turned in his seat to question Zack with his eyes before the man turned him around again and Cloud eased Genie back to the gate.

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Sorry this update was longer coming than the others. But look...it's also longer in ...uh....length. So yeah, I had a break and couldn't get to my laptop to write this chapter, but I promise the next will be a quick update. Assuming you guys are still reading. And please, I love having someone review more than once. It lets me know that people didn't just read the first chapter and then leave. thanks guys! You know I love ya!!


	6. Chapter 6

Zack tossed and turned, the sheets on his bed tying around his waist and legs, pulling tight no matter which way he turned. He hated not being able to sleep, and lately it had been happening more and more often. Finally he gave up on going back to sleep and sat up. The green letters on his clock were shining in his eyes and he blinked a few times before seeing that they were telling him it was five-thirty in the morning. On a day off. Zack had hoped to sleep in till at least eight or nine.

He groaned before untangling himself and walking out of his bedroom into the kitchen and living room of his apartment. If he wasn't going to sleep, he might as well make use of being up this early. Gathering a few quick ingredients, Zack set himself to the task of making an omelet for a very early breakfast.

_I've never had this much trouble sleeping. What's wrong with me?_

As he poured the eggs into a frying pan, Zack's eyes went to the chair in his living room where his Soldier armor was. He had a terrible habit of stripping down as soon as he got home, and throwing his uniform and armor onto that same chair. But this morning was different, because the comforting sight of his buster sword leaning against the chair was missing.

Zack he let Cloud borrow the sword, to get some training done on his day off. Now Zack was finding himself greatly regretting this choice. He missed his sword. It was like a part of him.

_Maybe that's why I can't sleep. The whole apartment feels different without the buster here with me._

Zack tried to convince himself that it was indeed the absence of his sword that was keeping him awake, and not the thoughts of the one who had borrowed it. His eggs were almost burning and Zack added the ingredients quickly before flipping the omelet.

_I guess I can go train for a bit before it gets too busy. _

Looking at the pile of materia gems he had removed from the buster sword the day before, Zack sighed heavily. He missed his sword. As he ate his breakfast, he thought about the different places he could buy a good practice sword for Cloud to use during his training, instead of his prized buster.

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Sephiroth finished a set of attacks with his masamune before taking a break. The wooden dummy he had been attacking was now shaved a few inches smaller than it had been that morning. Sometimes the general felt bad for whoever had to keep replacing the practice dummies in the gym because of the damage he caused. He walked over to where his shoulder armor was piled and picked up a towel to wipe off the masamune with.

His massive sword glinted in the fluorescent lights of the large, deserted gymnasium. Sephiroth finished wiping off the flecks of wood that had been stuck to the blade and turned around, walking into the open area of the gym. He took a deep breath before raising the masamune to eye level and lunging forward. The instant his lunge was finished he spun around, slicing through the air fast enough that he could hear the masamune cutting through it.

He loved the feel of his sword in his hands. Like an extension of his body. As he continued his everyday set of moves, he would put in a few new ones, try out new techniques. As he turned on his heel, and did an uppercut, he barely missed slicing off the tip of his hair as it trailed behind him.

_I really should cut it._

Sephiroth glared at his excessively long hair. It really didn't make sense to keep it long as a Soldier, but he couldn't bring himself to cut it.

_Zack would never let me cut it anyway. _

Taking another break after going through his usual set of attacks, Sephiroth sheathed the masamune and sat on a workout bench that was in the corner of the gym.

His peaceful break was interrupted as he heard the gym doors slam open. He saw a boy walk in, in sweatpants and a loose workout shirt, with a shock of blond hair that stood in spikes on his head. Sephiroth was prepared to yell at the cadet to leave, for the gym was closed to anyone except Soldiers before seven.

Sephiroth looked at the clock and realized it was 7:07. He had been there since four, but usually no one came in this early on a day off. Again his eyes found the boy who had walked across the gym to an empty area used for sparring, and stood with his back to the general.

Only then did Sephiroth see the huge broadsword that the boy had brought in with him. He placed the broadsword on the ground as he pulled off his shirt, laying it on the ground. A broadsword which was very familiar to Sephiroth. With his interest piqued, Sephiroth stood and quietly walked towards the boy who had just taken up a fighting stance with his best friend's weapon in hand.

Cloud meanwhile was completely absorbed in his training. It had taken a lot of begging and pleading with Zack to allow the buster out of his sight for even as long as a day. But Cloud had succeeded and was now prepared to practice as long as it took for him to be proficient with a broadsword. He was already progressing well with his materia, but after seeing what a true Soldier was capable of while Zack battled the dragon, Cloud realized just how much more powerful Zack was compared to him.

After taking a few breaths, Cloud raised the broadsword over his head and rushed forward, slashing down and to his side. Then he resumed his stance and did the same to his other side. Then he began to practice attacking from side to side. His focus was so complete that he had no idea that his idol Sephiroth was standing a few feet behind him, watching with suspicion.

Cloud paused after a few more swings, already winded.

_How can he be so fast and so aggressive with this size of a weapon? And he was holding it with only one hand. _

As he was about to raise the sword from where it rested against his side, a flicker of light caught Cloud's eyes. He turned to his left and found the sharp point of a katana leveled at him, right between his eyes. Slowly, afraid to breath even, Cloud raised his eyes and followed the insanely long blade to the man who held it.

Now Cloud really couldn't breath.

_General Sephiroth...oh God. I'm going to die now._

Cloud's fear was obvious in his bright blue eyes as he stared at Sephiroth. The man's expression was fierce and calm all at once. His sharp green eyes were partially obscured by the length of his silver bangs. But the masamune spoke loudly enough for Sephiroth's intentions that Cloud would have had to be deaf and blind not to know he was in deep shit.

"Where did you get that sword?"

Cloud blinked a few times, unsure of why the most famous Soldier in history was talking to him. And why his head was still attached to his neck.

"Cadet!"

Cloud flinched as the soft coaxing voice became hard as ice. He gulped and let his eyes flick from the general's face back to the tip of his sword. Sephiroth understood immediately and let the masamune drop to the ground, but he didn't sheath it. An obvious sign that it still played a part in this interaction.

"U-uh...I borrowed it from a friend...sir!" Cloud added the sir in a yell and could have sworn he saw a flash of laughter in the general's eyes.

"Give me your friend's name cadet."

Cloud blanked. Should he tell Sephiroth that it was Zack? Would Zack get in trouble for giving his weapon away? Zack's words came back to Cloud that he shouldn't act like their training was some sort of secret.

"Commander Zack let me borrow it sir."

Sephiroth's eyes widened a fraction and he quickly sheathed the masamune. Cloud felt immensely relieved that the intimidating weapon was farther from him now. He could still feel the shaking in his hand from staring at death resting on the edge of that blade.

"And you expect me to believe that Zack would part with his favorite weapon for what reason?" Sephiroth crossed his arms over his bare chest and cocked his head to the side. The cadet in front of him looked like he was about to have an aneurysm from fear, as his mouth opened a few times, before closing without a sound.

"Well?" The general pressed.

"He's...he's helping me to train for the Soldier exams," Cloud swallowed before continuing, "sir. Is it against the rules for that?"

Sephiroth smiled. For a moment Cloud was afraid that was an evil smirk that would be the last thing he saw before he was decapitated. But instead Sephiroth just playfully shook his head.

"I see."

_So Zack, decided to take on an apprentice of your own have we? No wonder you kept questioning over why I chose you..._

"Well, ..." Cloud caught on that the silence was because he hadn't introduced himself to the general properly yet.

"I'm Cloud sir. Cloud Strife."

"Well Strife, I can see that you must be paying attention to Zack's lessons. You're not bad with that broadsword."

Cloud beamed. Reality suddenly had caught up with his jarred mind and he realized that he was having a conversation with **the **Sephiroth. His heart pounded so loudly in his ears he could barely hear the compliment.

"Thank you sir."

"I have to wonder, if Zack is a good teacher, or if you have natural talent? Because he is my second, I know very well how good a fighter he is. So how about we see what you've learned from his training so far?"

Cloud felt every bone in his body lock up. He wanted to nod his head, but he couldn't even do such a simple thing. He wasn't sure if he was frozen in fear, awe, apprehension, etc.

"Uh..."

_Brilliant Cloud. That was absolutely brilliant. _

Sephiroth let a small smirk form at the corners of his mouth at the boy's unintelligible answer. In response, he nodded his head and brought the masamune in front of him, in a loose fighting stance. After a minute of seemingly gathering his courage, Cloud too raised his sword and tried to remember all the things that Zack had taught him that had suddenly disappeared from his mind.

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Zack whistled lightly as he walked down the halls of the Shinra building. It was nice to be there so early in the morning on an off day, peaceful and relaxed. The only people who seemed to be there aside from him were the troopers on guard duty, who just yawned and waved at him as he passed.

As he entered the hall that led to the entrance of the gym, he heard sounds echoing to him. They seemed to be coming from the gym and sounded metallic.

_Must be someone doing weight training. _

But with every step forward, Zack began to change his mind. There was definitely more than one person in the gym, and along with the clanging of metal was the sound of running.

Almost at the entrance, and with his curiosity piqued, Zack heard a cry from inside.

_Cloud?!?_

Zack leapt full speed into the gym.

"Sephiroth don't!" He yelled as soon as he saw what was happening.

The general gave him a calculated, chilled stare. No one ordered him around, even if that someone was his best friend. Beneath him, lying on the ground was Cloud, panting, with quickly forming bruises along his arms and chest. There was even a rip in his pants next to his knee where a small cut was seeping blood into his uniform. But Cloud didn't seem to notice this, too focused on the tip of the masamune which was pressed sharply against his throat.

"Calm down," with that, Sephiroth removed his weapon and sheathed it. Cloud slowly sat up, before walking over to retrieve the fallen buster sword. "If you had taught him better, he wouldn't have lost as badly as he did."

Zack prayed that he wasn't turning red as a beet at that moment. He also found that he couldn't look Sephiroth directly in the eyes. Berating himself mentally, Zack walked over to Cloud, trying his best to ignore the glare his best friend had leveled at him.

"Are you okay Cloud?" The boy looked up into the dark eyes of his tutor and nodded with a smile.

"I'm fine. General Sephiroth offered to give me a lesson after he found out you were training me."

Zack swallowed before looking over to Sephiroth and giving him a weak smile. None was returned.

"Well, good to hear. That's not exactly the kind of practice I had intended for you to use my sword for, but why not." Zack gave a fake smile to Cloud, who politely excused himself because Sephiroth was still within earshot and left to practice on his own and clean himself up a bit.

Zack turned to start apologizing to Sephiroth, but saw that his silver haired friend had already left. And his armor and coat were missing from the gym floor. He ran at full speed out into the hallway, and caught a sight of his ex getting into the elevator.

"Hold it!" Zack cried out as he ran full tilt for the elevator and managed to squeeze in right before the doors closed. He bent over, trying to catch his breath before speaking.

"Listen Sephiroth, I'm really sorry. I..."

"It's no problem Zack."

Zack winced at how cold the voice was. He stood and looked him in the eye, before trying again.

"You know it is. I know you better than that, I shouldn't have jumped to conclusions."

Sephiroth merely stared ahead at the distorted reflection of himself from the elevator doors. He wasn't usually an emotional person, and rarely let something bother him this much. But maybe because it was Zack who had done it, it **did** bother him a lot.

"Please Sephiroth, I really am sorry."

Sephiroth remained unfazed by the whining of his companion. The elevator beeped as they passed yet another floor.

"Is that how you really think of me Zack? Like the others...that I'm some maniac who kills at will."

That stung Zack. His smile fell and his shoulders slumped. When they had been together, Sephiroth had always said that's what made him love him. That he treated him like a human being. That he didn't see him as others do.

"You know I don't. God Sephiroth...you lose faith and trust in me just cause I said one stupid thing."

When he looked into Zack's dark sapphire eyes, Sephiroth saw more pain than anger. Now he'd gone and hurt both of them simply because he had felt slighted.

"Well then why did you yell at me to stop? If you have all this faith in me..." His sharp green eyes flickered to Zack's face, waiting to read it should he try to lie.

"All right, I'll admit, I was worried for Cloud. I thought that you had attacked him because you saw him with my buster...or because...." Zack quickly drifted off. The elevator announced that they had reached the ground level of the Shinra building, where they would normally exit. As the doors began to open, Sephiroth leaned over and hit the "door close" button, sealing them inside.

"Or why?" He pressed, cocking his head to the side as he continued to stare intently as Zack.

Zack bit his lip, trying to buy time and think of a good answer but when he looked intense the intense mako eyes facing him, he knew that his lie would be found.

"Because...maybe you were...um....jealous?"

Sephiroth leaned back against the wall calmly. Almost like he had suspected something of that nature. Zack nervously flicked his eyes around the small quiet elevator and wished that they had annoying music like all normal elevators.

"I'm not you know."

Zack smiled at the softened voice of his best friend. He finally managed to smile again and slid along the railing until he was leaning against Sephiroth, his chin resting on his shoulder-armor. Sephiroth just gave him a strange, unreadable look. But Zack had gotten used to those years ago and appreciated it just the same.

"So...do you think he's cute?"

The friendly security guards watched as Sephiroth exited the elevator, followed a few feet later by First Class Soldier Zack, who was rubbing a large bump on his forehead.

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Sorry for another delay, this schoolwork is driving me out of my mind. There's the more Sephiroth that someone requested. Oh, and I think I may actually have Zack and Cloud getting a little....closer..... in the next chapter. Thanks for reading!!


	7. Chapter 7

Cloud rested his head in his hands. Staring very intently ahead of him, he found that he had absolutely no clue what to do. The chess pieces on the table in front of him seemed to all be staring at him, waiting for an order from their fearless leader. As general of his army, however, he was seriously considering running up a white flag.

"Zack, could we please do something else."

The raven haired commander just laughed. He surveyed the battlefield, and realized that it had gotten so bad that he was now outnumbering Cloud's pieces four to one.

"This is practice for strategy. You need to be able to pass the written part of the Soldier exam, and part of that has to do with battle plans."

Cloud whined loudly before reaching out and moving one of his pieces. The snort from across the way gave him a hint that the move was not a good choice. Instead he moved it to another spot. Zack chuckled again and Cloud could feel himself blushing.

"Quit laughing! You know I'm not good at this," he said as he ran a hand through his hair.

Zack calmly reached out and moved his knight onto a new space. Cloud's jaw dropped open.

"Checkmate kid. That's five in a row."

For a second Zack was worried as Cloud's eyebrow twitched. He looked like he was seriously considering murdering one of the chess pieces. Zack instead got up and walked into his small kitchenette. His head disappeared into the refrigerator. Cloud kept staring at the chess board, hoping that somehow the pieces would tell him how he could get better at this.

"Want a soda Cloud?"

"Sure," he replied halfheartedly. Zack grabbed two sodas but stood by the fridge for a minute. Cloud was sitting with his head on his hands and was giving the chess board a serious death glare.

_Looks like we need to take a break. _

"Hey Cloud, how bout we watch a movie?"

This seemed to catch the blonde's attention and he quickly nodded his approval. Zack filed through his collection of movies and grabbed a few that were his favorites.

"So what do we want, scary movie? A comedy? Mystery? Swashbuckling?"

"Scary," Cloud replied with a crazed grin. He looked to the large window in Zack's apartment and saw that the sun was already setting. Normally he'd be back at the barracks by now, but he had the strange desire to not leave. He wanted to stay with Zack longer.

Zack popped the movie in and as it queued up, he turned off the light. The room was painted a dark orange from the sunset, and Zack loved the way it seemed to dye Cloud's hair to a darker shade. Despite his desire to stare at Cloud in the sunset colors, Zack drew the curtains and the room was suddenly very dark, with the exception of the glow from the television.

The two sat on the couch next to each other, a comfortable six inches or so separating them. Zack had seen this movie a million times, it was one of his favorites, but apparently Cloud hadn't. His wide blue eyes were completely fixed on the screen, barely blinking. Every time something jumped out and Cloud leapt from his seat, Zack burst into laughter and was usually smacked playfully for it.

"Don't worry, it gets even better," he grinned maniacally.

Cloud seemed to pale at this thought before looking back at the horror flick. He nearly screamed when he felt a hand on his right shoulder, before realizing it was just Zack. He pulled Cloud over by his shoulder, and Cloud went willingly, albeit slightly confused. When he felt Zack's warm arm on his left side, he couldn't help but curl up against it, resting his face against his shoulder.

Zack's arm was still gently lying on Cloud's shoulder, and every now and then would stray up and play with the longer strands of Cloud's hair. This seemed to calm the boy leaning against him and Zack continued.

"My neck hurts."

Zack chuckled softly and shifted over to the arm on his end of the couch, propping himself up in the corner. Cloud eased himself down until his head was resting on Zack's stomach, his body and legs almost falling off of the couch as Zack's were placed behind him. The fleeting thought of how odd it was to be spooning with his commanding officer came into Cloud's mind, and just as quickly left.

The movie continued on, causing Cloud a few more jerks as it reached the end. Zack's hand was still running along Cloud's scalp, combing through his hair. As the main character triumphed in the horror movie, and the villain was supposedly dead, Cloud had a sinking feeling in his stomach.

_When the movie ends we'll have to move. _

The credits began rolling, and Cloud waited for his appointed pillow to get up. But he stayed exactly as he had been throughout the movie, and continued to stroke Cloud's hair. Eventually even the credits ended, and now a painfully silent blue screen appeared.

Feeling movement underneath him, Cloud got up quickly. He stared at a spot on Zack's wall across from him as he got up, but then gathered his courage and looked over. Zack had twisted around and was reaching for the remote control which was behind him on a side table. Pressing the off button, the tv blinked into darkness.

For a second Cloud was torn between getting up and excusing himself, or waiting for Zack to turn a light on first. He certainly didn't want to trip or run into something and hurt himself in the darkness of the apartment.

Before he could choose, Cloud felt a gentle hand take him by the shoulder and maneuver him back down to the couch. But this time Cloud's head found the cushion. Zack curled up behind him completely, one arm propping his body up and the other still playing with Cloud's hair.

Feeling the body behind him, and Zack's soft fingers trailing down his neck as they ran through his hair was driving Cloud nuts. He had no clue what to do. He was lost and was sure that Zack must have been able to sense it.

As if this wasn't bad enough, Zack stopped playing with his hair and draped that arm around Cloud's chest, hugging him back against him. The smaller boy seemed to fit perfectly against the Soldier behind him, his back curving to his chest, and his knees bent just enough against Zack's legs. Pressing against his neck, Cloud was suddenly aware of the soft lips barely kissing him.

Cloud could practically feel every tiny hair on his neck standing straight up.

_Okay. This is weird. What do I do? Man, how'd I get myself into this?_

As suddenly as they had started, the barely-there kisses against his neck had stopped. But now Zack's arm was gently rolling him over to face him. Cloud went along with it and the farther his body turned, the harder it got to keep his breathing natural.

When he was finally turned around, it seemed like he didn't know where anything should go. His knees were bumping against Zack's, and his arms were tucked uncomfortably tight against his chest. Cloud ignored this and looked up into Zack's eyes. In the barest glimmer of light that entered the room, Cloud could barely see anything. But the soft aqua glow in the center of Zack's dark sapphire eyes seemed to glow in the dark.

"Your eyes..."

Zack smiled down at Cloud, glad that he had said something to break the semi-awkward silence that they had been in. Although this wouldn't allow Zack to get right to what he had planned, he didn't really mind.

"It's from the Mako treatments. It makes your eyes have a soft glow. It's a lot easier to see at night." Zack could see Cloud nodding his head a few inches away.

_Now or never. Come on Zack. You're a first class Soldier for crying out loud. _

Leaning forward, Zack brought his forehead to meet Cloud. Taking a brief look over his shoulder before jumping off the ledge.

Cloud didn't move when Zack changed the angle his head was at and leaned in and kissed him. The lips were soft and barely there, just as they had been on his neck. Then Zack pulled away and rested his forehead against Cloud's again.

_He really just kissed me. Did I like it? _

Cloud felt rather than heard the soft laughing coming from Zack.

"What?" he said, slightly flustered. His first thoughts were of course that his kiss had somehow been bad.

"You just had the greatest expression on your face. If looked like you were really intent on figuring something out."

Cloud was thankful for the blessed dark in the room. He knew that in the shadows of the room Zack couldn't see his blush. Unable to convince himself of a reason to move, Cloud just lay there, letting Zack run his hands though his hair again, that equally irritating and at the same time comforting motion. Their foreheads still touched and Cloud was slowly but surely able to breath naturally again.

"I'm sorry Cloud. I..." Zack pulled back slightly so that he could look his friend more clearly in the eyes. In the darkness of the room, Cloud still found it eerie to no end that he could so easily find where Zack's face was by his luminescent eyes.

"Why are you sorry?"

When Cloud propped himself up on one elbow to match Zack, he cocked his head to the side. Zack couldn't take it and leaned forward, pressing another equally simple kiss against the boy's lips. As he pulled away, he was happy to see that Cloud was smiling at him.

"Sorry that you knew you were gonna kiss me again?" Cloud supplied cheekily.

"Do you mind?" Zack's voice was flat, not wanting to see too eager, or too pressuring.

Cloud gently shook his head. He had never really thought about liking guys, at least in the way he now liked Zack. Coming from a small town like Nibelheim, he'd never actually met anyone gay. But since coming to Midgar, he'd seen things even stranger to him.

Zack slowly sat up, stretching his arms and cracking his neck as he always did. As much as he wanted to stay with Cloud all night long, even if it was merely laying on a couch talking, he knew they couldn't.

_If it weren't for the mako treatment tomorrow..._

"You should probably go back to the barracks. I have a really early morning."

Cloud saw the smile Zack had on even through the darkness in the room. It probably had to do with the fact that their faces were barely a foot away. Cloud bit his lip hesitantly. He wanted to know what was going to happen. How this was going to change their relationship. If anything was going to happen after all.

A gentle hand tipped Cloud's face up and Zack kissed him again. This time the kiss was longer, and Zack opened his lips, slightly licking and sucking on Cloud's. Cloud felt a tingle go through his whole body at the daring, yet somehow still chaste-feeling kiss.

Zack pulled away after the brief kiss and stood up, walking deftly through his dark apartment and turning the light on.

"Ack..." He shielded his dark eyes as they slowly adjusted to the light.

"Thanks Zack," he mumbled quietly as he stood as well.

"No problem. But don't get any ideas okay?"

Cloud felt something tighten in his chest. He felt his face turn red.

_Of course Zack didn't mean anything. I'm just a pathetic Shinra cadet anyway...he's a first class Soldier. He deserves better. _

"Just cause I like you doesn't mean I'll go easy on you in training." Zack smiled when he saw Cloud's blush increase tenfold. Then the boy laughed, shaking his head at the floor.

"Right Zack. I'll see you tomorrow then?"

Zack shuffled around the apartment, obviously looking for something. He picked up his coat and threw it over the couch as he continued to search.

_Where did I put my phone. How can I keep losing that stupid little..._

"Zack!"

The dark haired Soldier leapt in the air as Cloud yelled in his ear.

"Yeah sure, of course. Help me find my cell phone before you go."

Cloud laughed and started to look around as well. After finding the phone in the refridgerator, and promptly laughing at his commander for a good five minutes straight, Zack ushered Cloud out of his apartment door. Before leaving though, Zack leaned forward and gave him a quick kiss on the forehead.

"Night."

"Morning if you want to be technical about it," Cloud said as he winked and walked away.

Alright then...look...I made Zack and Cloud kiss and spoon. rejoice readers who have been waiting for them to officially hook up. In all honesty, I'm running out of ideas for vignettes to make this story longer (with the exception of the ending chapter which I already know). If there's something you'd like to see happen, put it in a review and maybe I'll use it. Later readers!!


	8. Chapter 8

Cloud sat in his room, tapping his pencil lazily on his desk. He knew he should be studying. He knew he had a math test the next day. But his mind seemed intent on not staying focused. Every time he was convinced he was close to grasping a concept, blue eyes and soft lips took over his conscious mind and he ended up tapping his pencil again.

Stretching far enough back that his chair almost tipped over, Cloud decided it was time for a study break. His roommates were missing for now, out at their classes. This was Cloud's early day, all his classes being done by noon. After flopping on his bed, picking up a book, putting down said book, turning on the tv, turning off the tv, and pacing Cloud decided that he was so high strung he couldn't even take a study break.

On one of his laps around the small barrack room Cloud saw the small pouch he kept on his belt while he was out sitting on his desk. It also happened to be where he kept the materia that Zack had given him.

Zack. Black hair. Eyes. Mouth.

Cloud shook his head to try and regain his focus and walked determinedly up to his pouch. Reaching in he felt one of the smooth materia gems and pulled it out seeing that it was the lightning material. Random lightning bolts in his room would probably attract unwanted attention. Fishing around in the rest of the odds and ends in his bag, Cloud felt a constriction in his chest as he couldn't find the ice materia.

He quickly dumped the entire bag out on the carpet. Sorting through everything three time he realized that he had lost it. He had lost Zack's favorite materia.

Fighting back the panic that was creeping up on him, Cloud started scouring the room, starting under his desk. Then he heard a group of voices outside his room getting louder and louder. They sure seemed excited.

Darting up, and subsequently hitting his head on the bottom of his desk, Cloud darted out of his room, the lightning materia safely stowed in his jeans pocket.

As he turned the corner to where the voices were coming from, Cloud paused just enough to make it look like he was not running like a bat out of hell in that direction. The group consisted of about four guys that Cloud was not fond of. Familiar guys. The ones who'd locked him outside in the rain. He wondered whether or not he should actually thank them for that…after all, he got to meet Zack.

"Dude, how do you make it work?"

Cloud realized that there was one chubby boy in the center of the growing crowd, with his hand proudly held out, palm up. In it was a small glint of green.

"Oh shit," Cloud muttered as he cautiously approached the outer edge of the group.

"I'm working on it okay, just shut up and let me concentrate," the chubby one sniveled and closed his eyes, obviously focusing very hard on using the materia in his hand.

Looking carefully around, Cloud saw that the crowd was hanging on this boy's every word. Apparently none of them realized that it took an immense amount of practice and skill to use the type of materia that this first year was holding.

"It ain't doing nothing." A faceless voice called from the mob, which everyone quickly agreed with.

Slowly the mob grew more and more impatient, a few people even reaching forward and trying to snatch the gem out of the boy's pudgy fingers. At this Cloud became nervous, a few of these boys were even more experienced than him, and could very well use the materia. If only he could get a hold of it, he could send this group scattering like a bunch of cockroaches.

"Ah!"

Cloud's head snapped up from where he had dazed off in his vengeful thoughts. The chubby one was backed up against the wall, cradling his hand. It was a sickly shade of blue and the tips of his fingers seemed to be covered in frost. His focus flickered from his hand to the harmless looking gem of materia on the floor. The crowd had retreated at his cry of pain.

Suddenly Cloud felt the chill go through his body. As if he had actually been holding the materia. He concentrated, and the floor beneath the materia turned to ice, slick as glass. It spread out in tendrils, and the students backed up, clambering over each other to get away from the path of the ice.

Laughing hysterically as the morons tripped and fell on the slick ground, Cloud calmly walked forward, keeping his balance on the ice, and picked up the materia.

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Cloud practically ran across the Shinra camp. Fellow troopers gave him sidelong glances, but it wasn't very different from what he normally got.

As he sprinted past the end of the barracks he took the turn that would lead him to the first class Soldier's apartments. For a second he paused, feeling the breeze from a truck that he had very nearly been run over by. But he was far too hyper to care about near death experiences now. He patted the materia in his pocket again just to be sure it was still there.

Scaling the stairs two at a time he was thankful that he didn't meet up with any of the other Soldiers in the building. When he arrived on Zack's floor he stopped to catch his breath and walked slowly past the closed doors, suddenly feeling out of place. He never went to Zack's apartment unless he had been brought there.

As he found himself outside of the door to Zack's apartment he was surprised that it was open. Just a crack, but that still struck him as odd. Soldiers didn't forget to lock their doors. Feeling a bit braver than usual, Cloud snuck the door open a few more inches, just enough that he could peek in.

His view was blocked on one side by the counter that surrounded the kitchen of the apartment. But he could see into the small living room and had a decent view of the couch which was against the wall. On the couch was a very familiar man with long spiky black hair wearing nothing but a pair of sweatpants.

Cloud's…interest…was now thoroughly piqued.

Zack held his head in his hands and seemed to be shivering. Even without a shirt on, it was warm enough that he couldn't be cold. Slowly he rose up, his body trembling even more before he dropped his head onto the back of the couch.

"Man, I feel like shit."

Cloud ducked back a few inches, his breathing coming fast. Did Zack hear him, or see him?

"Just relax. You want a glass of water?"

He recognized that voice. It was Sephiroth. Any cadet would know the voice that gave them their commencement speech every year.

Soon enough he was positive as a lithe silver haired man sat on the couch next to Zack and handed him a glass of water. His hand was also shaking.

"Man, turn down the lights," Zack groaned as he sipped water from the shaking glass and covered his eyes with his forearm.

"I can't. It's the sun."

The two looked like death warmed over, both shirtless and pale, shivering in the warm summer air. Cloud inched forward, trying to get a better view, trying to understand what was wrong with his mentor and his idol.

Only when he strained his eyes could he see the blue streaks running up one of Zack's arms. It seemed to be on Sephiroth's as well. The lines crawled up their arms along their veins, as if their skin had become see through.

Then Zack's words came back to Cloud. He was going to have a mako treatment today. In fact, he hadn't waited the night before for Zack to tell him a time to show up for training. He must not have planned to deal with Cloud at all today.

_Why would they give us something that's so obviously bad? It looks like its tearing them up, and they're first class Soldiers. What would that stuff do to us cadets?_

Suddenly Zack stood up, wobbly on his feet. Sephiroth extended a steadying hand, but Zack just laughed and brushed him off, heading toward the kitchen. Afraid of being caught spying on such a private moment, Cloud quietly retreated and darted down the hall as fast as he could. He would just pretend he hadn't seen anything.

Or maybe ask Zack about it some other day.

Although, despite seeing his teacher in obvious pain and discomfort…Cloud couldn't help being disappointed at not being able to make out with his constant source of distraction.

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SOOOOOO sorry for the delay. college took up a ton of time. A lot more than it did first semester. Anyway, I'm working on like four fics at a time now, so I will be updating, just give me a little time. And there will be more "action" in the next chapter.


	9. Chapter 9

Hehe…wow…college is busy. You know…Greek is a tough language. Sorry, just thought I'd let you know the reasons for the prolonged delay. I am going to finish all the fics I'm working on. I haven't given up on any of them. Its just taking a little while.

Okay, so I've watched Advent Children like 9 times. And it will influence the story a little…but not much. In fact I think Last Order will have more of an influence than anything else. Enjoy.

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Zack woke up to someone tugging the sheets away from his body. It was still warm out, despite getting close to the end of fall, so he wasn't too disturbed by it. The bundle in his bed next to him kept curling up.

With a soft punch on where he assumed the shoulder may have ended up he woke up the spiky haired burrito.

"Mrrph…"

Zack contemplated this for a moment before forcibly pulling the covers back to his side of the bed. Not so much for the covers as for exposing the one who was until now wrapped in them.

"Ah!" Cloud rolled to the edge of the bed and had to cling fiercely to it to keep from falling off. His head was hanging upside down as he felt the tingly sensation of vertigo rush up his palms. He could hear Zack snickering behind him and flipped himself back onto the bed.

For a second he sat with his jaw hanging open, prepared to yell at Zack for the harsh awakening. Then his eyes went to Zack, with only a thin sheet draped over his stomach and ending around the top of his thighs. Naturally one thought led to another and he realized he was just as naked. And Zack had his sheet.

The Soldier burst out laughing as Cloud turned completely red and grabbed his pillow to cover his shame.

"Oh come on Cloud. Its nothing I haven't seen by now."

More blushing and laughing followed as the blond cadet debated whether or not he could take Zack down considering the older boy was wrapped in a sheet. No. He'd probably still win.

"I guess you just need time to adjust," Zack smiled softly and reached over to fluff up Cloud's already messed up hair. That weird fluttery feeling in his chest started again. He had hoped that after having gotten so intimate with Zack that it would stop. Or at least not do it every time the dark haired boy touched him.

"I'm sure I will. It's still weird dating a Soldier. Do you think people would freak out if they found out about us?"

As Zack sat thinking about this Cloud discarded the pillow and curled up on his side, sneaking under the covers. From below him he could see the soft blue glow in the cobalt eyes as the sun illuminated them.

"They'd probably be upset if I gave you grades for sleeping with me. But I think that would be the only reason," he said.

Cloud rolled over onto his back and Zack settled back down next to him. He was still getting used to the embarrassing moments that came along with sleeping with someone, but had to admit that the pros well out weighed the cons.

"You don't think you being older than me would make a difference?"

"I'm only two years older than you."

Cloud ruined the moment that Zack was initiating with his hand along Cloud's side by sitting straight up in bed. His eyes were huge and he looked like someone had just told him that the Easter bunny wasn't real.

"What? How can you be a first class Soldier if you're only 18?"

Zack just laughed and pulled the smaller boy into a hug. He struggled, not wanting to fall for the trap his boyfriend was using to change the subject.

"I joined when I was 15. I was a Soldier by around your age, and went through the ranks pretty fast. Probably because I had Sephiroth as my…personal…tutor…"

Cloud was worried as he saw Zack grow pale.

"Oh shit. Sephiroth's coming to pick us up," Zack paused to let go of Cloud and grab for the alarm clock. It had ended up on the floor after the activities of the night before. "In about ten minutes. Well shit."

The imminent danger they were in caused both to be out of bed and fully clothed in record times. Cloud was having issues finding something that would be suitable for combing his hair and stayed in the bedroom while Zack ran from room to room and pulled his clothes on. Added on to that he attempted to make his small apartment seem less thrashed.

_So sue me if I like to move around. Sephiroth of all people should know that. _

There was a knock at the door and Cloud finished brushing his hair and darted into the kitchenette.

He stopped dead in the middle of opening a bottle of water when he saw Zack walk by on his way to answer the door. He was wearing a button up white shirt with a blue tanktop on under it that brought out the color of his eyes. He had on baggy green cargo pants. Cloud then realized that it was very sad to have only seen one's boyfriend in his uniform and naked.

Chugging the water he wasn't paying attention to the chit chat of the Soldiers exchanging pleasantries at the door. With a gasp he finished and threw the bottle into the trash can under the sink. When he looked up he was surprised again.

Walking in next to Zack was a man in light blue jeans, a faded green long sleeve button up, and a silver braid trailing down his back. He could feel his jaw dropping and didn't care. He could barely tell that it was the General. Without the leather and silver, and without his hair down, he looked…he looked. Well. Shorter.

"I see Strife beat me here."

Zack sighed and looked away from his young lover as he once again turned beet red. Sephiroth on the other hand just quirked an eyebrow. Of course he knew what was going on. But if he couldn't make his cadets uncomfortable then what was the point of being their general.

"Yes, well, Cloud is really very fast. You sparred with him though. You know that. Okay, time to go."

Before opening his mouth to agree Cloud found himself being dragged down the stairs by his hand. He nearly fell down every few steps, but managed to keep up with Zack. As they exited the apartment he stopped abruptly and Cloud ended up with a face full of the commander's back.

"Hey Sephiroth, why don't we take the chocobos?"

"There are only two of them."

Zack rolled his eyes.

"I know. Cloud has ridden on Genie with me before. Its fine," he said and stressed the last part. Sephiroth just nodded and let him lead the way, Cloud trotting in between the two and feeling completely out of place in his rumpled ShinRa uniform.

After reaching the chocobo stables Cloud found himself sitting in front of Zack on the pleasant bird named Genie. Next to them trotted up a much larger chocobo that was pitch black, with eerily light blue eyes. The blond gulped as he saw the creature meet his gaze. It clicked its beak at him before Sephiroth eased a hand over his neck feathers to sooth him.

"Be good Flare."

"Wark!"

As one Zack, Cloud, and Genie edged away from the bird and its master. The general just snorted and nudged his mount forward, taking a quick lead. After a short ride through Midgar and into the world outside of the tall walls, Cloud caught site of a temporary festival set up in the barren wasteland.

"We're going to a carnival?" Cloud tossed over his shoulder, his hair blowing into his mouth and making him spit it out. Zack just laughed and eased Genie back a bit, till she was behind Flare. Then he leaned forward and kissed Cloud's ear, feeling the boy shiver in front of him.

The traveling carnival was huge, and Cloud could barely take everything in. There were tents filled with acrobats and animals, and booths with games and foods of every kind. ShinRa troopers milled about and the boy found himself hanging a few feet away from his accompanying Soldiers.

Zack didn't notice that the blond had fallen behind as he was, at the moment, completely fixated on the smell of funnel cake that had made its way to him. He took off like a shot, and out of habit Sephiroth followed just as quickly. When Cloud looked up he was completely alone, surrounded by sticky fingered children and fellow cadets who hated him.

_Man. I have sucky karma._

"Hey look. It's chocobo-head!"

Cloud tried to ignore the familiar bullies who were know surrounding him as best they could. Using the crowd situation to his advantage he tried to sneak through an opening in their gang. Unfortunately for him these morons were both large and fast. One grabbed him by his shirt and threw him into a small space between booths. The others followed, like pack animals when they smell a kill.

"Man, there is nothing sadder than someone our age walking around by himself. What's wrong Misty, don't have any friends?"

The blond tried to get free but was severely outnumbered and outmuscled. He showed his teeth as he pulled against the hands digging into his forearms. He wouldn't admit to them how much their stupid jokes hurt him. Especially when some of them were true. Speaking of his only friends, Cloud looked around but couldn't find hide nor hair of his two Soldier friends.

_Well…isn't that just perfect._

"Hey, I'm talking to you you little shit."

Cloud's attention was brought back very quickly by a hard punch to his gut. He wished he had the buster sword with him. These guys would be bloody pulps if he had his way. Instead he leaned away from the sharp knuckles that dug into his stomach over and over again, somehow hoping that the wall would give him some kind of relief.

Suddenly, one punch too late, the bully stopped his attacks and stepped back to admire the defeated look in Cloud's bright eyes. But instead, he found himself staring down icy blue eyes that promised no mercy for anyone who trifled with them. Pulling himself up from where he was doubled over against the wall, Cloud threw off his captors as if it was nothing. There was nothing on his mind except revenge. How could he think of anything else?

Before he could move towards the group who were at that very moment regrouping, a hand rested on his lower back. His whole body jerked and he turned to look at who was daring to touch him, only to meet Mako blue eyes. Zack smiled and looked up to see who was attempting to beat his lover up.

Cloud noticed rather quickly that Sephiroth was still nowhere to be seen.

"Come on Cloud. Lots of the fair left to see," Zack said with a friendly pat onto his young charge's shoulder.

"Hey! What do you think you're doing pal? I suggest you just leave well enough alone."

Zack just leaned heavily onto Cloud and inspected his fingernails on one hand. He could swear he heard some of the bullies growling from a few feet away. Ah well. They'd never know that he probably just saved their lives.

"Pal? Is that any way to treat a superior officer?"

Cloud felt a shadow fall over him and Zack and had to keep from shrinking away from the cold voice directly behind him. It didn't matter if Sephiroth lived next door to Zack, or trained with him. When that guy went into 'general' mode, it was best to stay away. Obviously the group of bullies felt the same way judging by the pure horror written across their faces.

Cloud had to wonder if any of them thought the silver haired commander looked shorter when he wasn't in uniform.

"You are all to report to my office at 1100 tomorrow. I'll have your punishments ready for you when you arrive," Sephiroth paused here to appreciate the fear and anxiety strewn across the cadet's faces, "Dismissed."

The bullies didn't need to be told twice and took off like bats out of hell.

"You really didn't need to do that," Cloud muttered. Zack just fluffed his hair up more and pushed him back into the masses of humanity that were traversing the fair.

Cloud discovered that Zack had lost him on account of funnel cake and Sephiroth had followed his first in command to keep an eye on him. They returned to the small picnic area that was set up amidst a sea of white tents. Their table was in a corner with two tents surrounding them. On the table was a plate with enough funnel cake on it to choke a horse.

"I'm hoping that's for us all to share…"

"No. Just pray Zack won't feel the need for seconds," Sephiroth said, punctuating it with a snort.

Meanwhile the black haired Soldier had begun shoving pieces of the greasy powdered dough into his mouth. Cloud was pretty sure he would vomit soon if he watched Zack eat any more. He let his eyes wander away from his rather distracted boyfriend and watched the children running around with their newly won plastic toys, and their parents trying to force them to eat something healthy. Sephiroth had just bought himself a drink and sat down next to Cloud, leaning with his back against the table and apparently enjoying some quality people watching as well.

Out of the crowd came a girl, about Cloud's height, with long brown hair. She wore a pale pink dress that had obviously been loved and worn over and over again to get it to the shade it was. In her hands she carried a small basket filled with yellow and white tulips. Sephiroth was the first to notice the girl and watched her as she sold a few flowers to people passing by, laughing and talking with all the children as they were pulled away by impatient parents. Cloud saw the General's eyes fixed on something and started watching the girl too.

"Zack."

Hearing his best friend's commanding tone, Zack parted from his funnel cake for a moment. Sephiroth flicked his head in the direction of the flower girl and when Zack saw her he let out a soft choking sound. Cloud began looking from one to the next but still didn't grasp the situation.

"What? Who is she?"

"Aeris."

Zack and Sephiroth shared a knowing look before Zack realized that she had walked on, out of their site. Cloud noticed that his lover was infinitely more relaxed now that the girl named Aeris had left. He'd have to ask him about that story some other time. Although he was pretty sure he knew the answer.

Sephiroth was looking away and being in the corner Cloud realized that no one could see them. He leaned over to whisper in Zack's ear.

"You have powdered sugar on your lips."

Then he flicked his tongue out, tasting the soft sugar that was left on Zack's lips. For a second the Soldier blushed and leaned forward, entirely intent on continuing that brief excuse for a kiss. But Cloud was too fast for him and was already standing and suggesting that they go look into some of the shops for some souvenirs.

Zack just growled something that sounded suspiciously like 'tease' and grabbed Sephiroth, who was blissfully unaware of the drama unfolding behind him.

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Gah…midterms suck. Anyway. Hope you enjoyed it. There is only one more chapter of this fic, but since it will deal with the directly pre-Nibelheim incidents it will be a long one. At least as long as this chapter.

And yes, I put Aeris in there. Zack was her first boyfriend. It's a cannon fact. Way I figure it, Sephiroth and Zack had their crazy mentor/student relationship then when they broke it off Zack dated someone younger than him for a while, namely Aeris. I like Aeris….even if a lot of people don't.

Leave a review! Feed the author!


	10. Chapter 10

Wow...you know...college sucks by itself, but college work plus mono is just the pits. I apologize profusely for the time it took to get this chapter out. But here it is, ladies and gents, the finale. And I know that things will contradict the game and Last Order...but I tried to keep at least some of the things accurate. Hehe, and as usual I couldn't decide where to put the final chapter...so it spans the parts I think are important. I hope you have all had as fun a ride as I have...oh and keep an eye on my art account, I have a feeling there will be some ZackxCloud and ZackxSephiroth stuff coming soon.

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Sephiroth was jolted awake by his head lightly connecting with the steel wall he was leaning against. His eyes opened and scanned the dim corner of the train car he was in. Stretching out his sore back he shifted on the wooden crate he had chosen as a makeshift bed and immediately wondered where his second in command had gone. Then he heard heavy breathing and assumed that Zack was somewhere with Cloud.

_You'd think they'd at least have some patience._

Thoughts of when he had been with the raven haired Soldier came to him then, and he decided that perhaps patience was a little too much to ask for sometimes.

As the train exited the tunnel they had been in, moonlight filled up the small car. It was mostly filled with crates and barrels carrying supplies to the towns along its route. Spread out on these were two low class Shinra troopers and the General. Sephiroth finally caught sight of Zack and Cloud, hunched over each other by the open door. Cloud's Shinra mask was discarded on the floor near his feet and Zack was kneeling next to him, rubbing the blond's back as he sat cross legged with his head out the door.

"Zack."

The Soldier heard the command in his friend's voice and gave Cloud a comforting pat before walking over. His eyes glowed a fierce amber as they went from the bright silver light to the pitch black of the corner that Sephiroth sat in.

"What's wrong with Cloud?" Sephiroth spoke quietly, his being on a first name basis with a mere trooper something he'd prefer to keep private.

"He gets motion sick. Really bad. Poor kid was gonna chuck if he kept that mask on any longer," he said as he looked over at the small boy. "We aren't far from the town, so he should be okay."

"Why did he come if he knew we'd be on a train for so long?"

Zack just grinned and Sephiroth shifted his head to a more comfortable position against the unyeilding wall. With a quick nod to his superior, he walked shakily back to where Cloud sat near the door.

"Sorry..."

As soon as he sat down, Zack heard the quiet mumble from under the blond fringe. He just reached out and ruffled the mass of hair.

"Don't apologize. You'll prove your worth, just as soon as we're back on solid ground."

He carefully looked at the other two soldiers, both of whom still wore their standard issue masks, but judging by their slumping positions theywere soundly asleep.

"Plus Cloud, I would have missed you..." The Soldier leaned forward and brought the younger man's face up in one smooth motion, kissing him softly.

For a second, Cloud completely forgot his motion sickness.

Then the train took a sharp turn and it came back with a vengeance.

As Zack rubbed Cloud's back and held back his hair, he heard a distinctively low laugh that still gave him shivers up his spine.

"Ah, poorZack, his kisses now induce vomiting..."

"Shut up Sephiroth."

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"Stop it Sephiroth!"

Zack hated the tremble that cut through his voice as he called out to the silver haired man. But Sephiroth just stroked his hand along the glass, behind which the monstrosity floated. As he turned around, Zack saw nothing of his old lover in those poisoned yellow eyes. Maybe it was the green light emanating from Jenova's tank, or the mako in the area, but it gave Sephiroth an other worldly glow.

He shifted the buster in his hands, gripping it tightly and shifting his weight into a fighting stance.

"You killed all those people. Set fire to the town. Why!"

He had so hoped that it would come out sounding like an accusation. A justification for what he knew had to be done. Less like the pathetic plea for an explanation that came out instead.

Sephiroth was now coming down the stairs to where Zack stood in the doorway. Cloud was tending to the mayor's daughter at the foot of the staircase. Zack knew he couldn't let Sephiroth get past him. He had to protect him.

The sound of the masamune being drawn caused the hair on Zack's neck to stand up. Then Sephiroth stopped, about ten feet from him, bringing the sword up to eye level and pointing it directly at Zack.

"Mother told me to."

The first attacks went by so fast that only the sound of metal grating against metal told Zack that he had blocked the deadly lunge. His feet knew what to do, even on the perilously thin platforms and he found himself pressing back against the masamune as his eyes met Sephiroth's. Nothing.

_I should have known something was wrong. All that time in the library in the mansion. Why didn't I get him away from that?_

"Sephiroth snap out of it!"

The General grinned and slashed down, forced Zack to back up along the platform. His eyes strayed to his buster, and the thin scratch running parallel to the blade. Sephiroth though took advantage of the distraction and gained the high ground. But neither Soldier pretended that this was the end of things.

With two more jumps they were back at each other's throats, slashing and parrying as they danced along the pipes, gradually moving higher and higher. Zack didn't mind, as long as they got farther from Cloud. If only there was some way he could warn him. Tell him to take the girl and run before he couldn't keep Sephiroth back anymore.

That thought alone made his stomach clench as he lunged forward and found his sword buried not into the soft flesh of his ex but the wall of the reactor. He would lose this battle. There was no way he could win against his mentor. His life boiled down to how much time he could buy for his own protege.

"Give up. You know you can't win."

"I didn't need you to tell me that."

With one last swipe Zack was amazed at how quickly Sephiroth slipped under his attack and the last thing he noticed was the swish of the long silver hair before the General slashed him across the stomach. He rolled down the stairs, trying to wrap an arm around his gut and keep the blood from flowing quite so freely. The solid metal wall of the reactor met his back, and ignoring his wound he pulled himself up so that he was sitting.

Before he could even bring his legs up under him to stand, the masamune slid cleanly home through his arm and his stomach in one slice. The feel of the blade ripping through his back and impaling the wall caused him to finally cry out in shock. As he looked up, he saw no remorse or recognition in Sephiroth's dialated eyes.

"Such a waste."

With just that one lingering sentiment, Sephiroth withdrew his blade and spun on his heel, ignoring the cry that followed it. Zack noticed that everything was becoming fuzzier.

_Of course it is. Blood loss will do that to you. Oh God Seph, why..._

His arm remained where it had been skewered to his body, the blood cementing his skin to the wider wound across his midsection. He knew that if he ever had the strength to seperate the two, the burning would be terrible. Maybe the two would just stay that way forever. Too bad, it was his sword arm afterall.

Zack blinked and in a moment of clarity realized that he wasn't making sense anymore. It wouldn't be long now.

Then he saw a glint of metal and heard the cracking of glass. Somehow he managed to roll his head far enough over to see Cloud, his eyes glowing almost as brightly as Sephiroth's, with the buster sword embedded in the middle of the Soldier's back. The blond panted erratically, and the hands holding the buster's hilt slipped as the blood running down the blade reached them. Sephiroth just leaned forward, his head landing lightly against the glass tube, as he uttered a broken "Mother?".

Zack wondered when he had dropped his sword, and wished he could see the end of this battle. He knew Cloud was special. He just knew it.

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As the truck hit a small dip in the road, Zack felt his body lift up and slam back into the bed. Out of habit he reached out and grabbed the cloak that was wrapped around the young man next to him and pulled him closer. Judging by the way Cloud had been acting since their escape from the lab, he was likely to fly out of the truck if they hit another pothole.

"You awake Cloud?"

The blond just looked up at him with empty blue eyes. He had been wearing the same expression since they had broken out of Hojo's lab. Zack didn't want to know what they had done to the boy for those years. He rarely saw Cloud, and when he did the boy was curled up, his body covered in the blue green veins that showed he had been pumped full of Mako.

"Cloud?" Casting a quick glance at the driver who was off in his own world, Zack leaned forward, taking Cloud's face in his hands. He kissed him lightly on the lips, leaning his forehead against the other. They stuck together with the sweat from driving around in the desert for two days.

Cloud didn't even blink.

_He keeps calling me Cloud. I guess that's my name. But...who is he?_

Cloud tried to reach up, tried to return the motion to not alienate this man who had saved him from so many horrors. But his body wouldn't move. It barely twitched under his control. The Mako felt like cement in his veins, burning its way through his body as if it were warmed by the sun.

The dark haired man leaned his shoulder against Cloud's, despite the heat that was rolling off both of them in the midday sun. His younger companion was still trying to place him, but all that came to mind was intense blue eyes in the night, fighting with Shinra troops as he sat behind the gigantic sword, protected. That's right. This man kept protecting him. They must know each other. How?

_Who are you..._

Zack seemed to decide that they had sat still long enough and stood shakily in the truck bed. He wobbled his way forward to speak to the driver, his soft voice frequently breaking into loud laughter. The driver seemed equally entertained and Cloud barely heard him say that they were nearing Midgar.

_Midgar, sounds familiar too. Wait, I went there to join Soldier. Thats right, I became a Soldier there._

His eyes were drawn again to his savior. He was wearing a Soldier uniform that had seen its fair amount of action.Rips and unknown stains covered it, some heassumed had to be from their daring escape three nights ago.

He tried to reach up, to pull his hair out of his eyes, it was giving him a headache. But again, his body refused. He tried to call out to the man in front of him, but even that seemed to be too much. God he was tired. Then his eyes caught a flicker of something off to the side. Though he couldn't move his head, he could see out of the corner of his eye. Someone was up higher than them on the cliff.

A sniper.

Cloud started to move. He could finally do it. His arm was shakily coming up. He had to warn them.

"Cloud!"

And then the black haired man was coming at him, arms outstretched. He never heard the gunshot.

Cloud only felt a sudden warm weight against his chest. A hand clenched painfully tight on his shoulder, and he felt blood splatter on his neck from a mouth that continued trying to breath, even as the rest of the body had already given up.

_What's your name?_

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The end. I wish I had more inspiration for this fic, I would have continued it a bit longer. Sorry readers, hope you're cool with the ending. Gimme a review. I think I'm gonna do a one-shot about Zack and Sephiroth as a prequel to this fic. Tell me if I should or not.


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